Southern New England Telecommunications Corp · 10-K · For 12/31/93

Filed On 3/23/94   ·   SEC File 1-09157   ·   Accession Number 790650-94-3

Annual Report   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         33±   132K 
 2: EX-10       Nq Pension Plan                                        2±    11K 
 3: EX-10.1     Pension Plan                                           1      9K 
 4: EX-10.2     Mid-Career Pension Plan                                1      7K 
 5: EX-10.3     Disability Plan                                        9±    38K 
 6: EX-10.4     Exec. Retire Sav. Plan                                 1      9K 
 7: EX-12       Ratio                                                  1      6K 
 8: EX-13       Annual Report                                         48±   240K 
 9: EX-21       Subsidiaries                                           1      5K 
10: EX-23       Consent                                                1      8K 
11: EX-24       Power                                                  2±    13K 
12: EX-24.1     Resolution                                             1      8K 

10-K   ·   Annual Report
Document Table of Contents

    SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
     FORM 10-K

(Mark One)                                                  

X  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  
EXCHANGE ACT OF 1934.                                   
For the fiscal year ended December 31, 1993           

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.                        
For the transition period from                        

Commission File Number 1-9157                               

     SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
    (Exact name of registrant as specified in its charter)

        Connecticut             06-1157778
      (State or other           (I.R.S. Employer
            jurisdiction of           Identification Number)
incorporation or                    
organization)                       

227 Church Street, New Haven, CT       06510          
 (Address of principal      (Zip Code)
executive offices)                

   203) 771-5200
   (Registrant's telephone number,
    including area code)

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class            Name of each exchange on     
                    which registered

Common stock-par value $1     New York and Pacific Stock    
per share                     Exchanges                     

Rights to purchase common     New York and Pacific Stock    
stock                         Exchanges                     
(Currently traded with                                      
common stock)                                               

    Securities registered pursuant to Section 12(g) of the Act: None

     Indicate by check mark whether the  registrant (1) has filed  all
     reports required  to be  filed  by Section  13  or 15(d)  of  the
     Securities Exchange Act  of 1934 during  the preceding 12  months
     (or for such shorter period that  the registrant was required  to
     file such  reports), and  (2) has  been  subject to  such  filing
requirements for the past 90 days.  Yes x.  No .            

     Indicate  by  check  mark  if  disclosure  of  delinquent  filers
     pursuant to Item 405 of Regulation  S-K is not contained  herein,
     and will not be contained, to the best of registrant's knowledge,
     in definitive  proxy or  information statements  incorporated  by
     reference in Part III of this Form 10-K or any amendment to  this
Form 10-K. x                                                

    At February 28, 1994, 64,001,753 common shares were outstanding.

        At February 28, 1994, the aggregate market value of the voting stock
held by non-affiliates was $2,022,514,890.                  

         DOCUMENTS INCORPORATED BY REFERENCE

      (1) Portions of the registrant's Annual Report to Stockholders for
the fiscal year ended December 31, 1993   (Part II) 
     (2) Portions of the registrant's definitive Proxy Statement dated
            March 28, 1994 issued in connection with the 1994 Annual Meeting
of Stockholders  (Part III)                         

 1

       TABLE OF CONTENTS

      Item                                                      Page

      1.    Business                                             3

      2.    Properties                                          15

      3.    Legal Proceedings                                   16

4.    Submission of Matters to a Vote of Security     
            Holders                                             16

 PART II

5.    Market for the Registrant's Common Stock and    
            Related Shareholder Matters                         18

      6.    Selected Financial Data                             18

 7.    Management's Discussion and Analysis of Financial
            Condition and Results of Operations                 18

      8.    Financial Statements and Supplementary Data         18

9.    Changes in and Disagreements with Accountants on
            Accounting and Financial Disclosure                 18

     10.    Directors and Executive Officers of the Registrant  18

     11.    Executive Compensation                              18

  12.    Security Ownership of Certain Beneficial Owners and
            Management                                          18

     13.    Certain Relationships and Related Transactions      18

14.    Exhibits, Financial Statements Schedules, and    
            Reports on Form 8-K                                 19

See page 17 for "Executive Officers of the Registrant." 

2     

      PART I

Item 1.  Business                                       

       GENERAL

      Southern  New  England  Telecommunications   Corporation  (the
      "Corporation") was incorporated in 1986 under  the laws of the
      State of Connecticut and  has its principal  executive offices
      at 227 Church Street, New  Haven, Connecticut 06510 (telephone
      number (203) 771-5200).  The Corporation  is a holding company
      engaged through its subsidiaries in  operations principally in
      the State of Connecticut:  The  Southern New England Telephone
      Company   (providing    for    the    most   part    regulated
      telecommunications   services    and   directory    publishing
      services);  SNET  America,  Inc.   (providing  interstate  and
      international   long   distance   services    to   Connecticut
      customers); SNET Cellular, Inc., SNET MobileCom, Inc. and SNET
      Paging, Inc.  (providing  personal  communications  services);
      SNET Diversified Group, Inc. (primarily engaged in the leasing
      of  communications  equipment  to   residential  and  business
      customers; and providing other telecommunications services not
      subject to regulation); and  SNET Real Estate,  Inc. (engaging
      in leasing commercial real estate).  The Corporation furnishes
      financial and  strategic  planning,  and stockholder  relation
      functions on its own behalf and on behalf of its subsidiaries.

      THE SOUTHERN NEW ENGLAND TELEPHONE COMPANY

      The  Southern  New   England  Telephone   Company  ("Telephone
      Company"), a local exchange carrier  ("LEC"), was incorporated
      in 1882  under the  laws of  the State  of Connecticut  and is
      engaged in the provision of telecommunications services in the
      State of  Connecticut,  most  of  which  are subject  to  rate
      regulation.   These  telecommunications  services include  (i)
      local and  intrastate  toll  services,  (ii)  exchange  access
      service, which links customers' premises  equipment ("CPE") to
      the facilities  of other  carriers, and  (iii) other  services
      such as digital transmission of data and transmission of radio
      and television  programs,  packet  switched data  network  and
      private line  services.    Through  its  directory  publishing
      operations, the  Telephone Company  publishes and  distributes
      telephone  directories  throughout  Connecticut   and  certain
adjacent communities.                                   

      In 1993, approximately  75% of the  Corporation's consolidated
      revenues and sales were  derived from the  Telephone Company's
      rate regulated telecommunication services.  The remainder were
      derived principally from the Corporation's other subsidiaries,
      directory publishing  operations,  and  activities  associated
      with the provision  of facilities  and non-access  services to
      interexchange carriers.  About  71% of the  operating revenues
      from rate regulated  services were attributable  to intrastate
      operations, with  the  remainder  attributable  to  interstate
access services.                                        

3 

State Regulatory Matters                                

      The  Telephone   Company,   in  providing   telecommunications
      services in the State of Connecticut, is subject to regulation
      by  the  Connecticut  Department  of  Public  Utility  Control
      ("DPUC"), which  has jurisdiction  with respect  to intrastate
      rates and services, and other matters such  as the approval of
      accounting procedures,  the  issuance  of securities  and  the
      setting of depreciation rates  on telephone plant  utilized in
      intrastate operations.   The DPUC  has adopted  for intrastate
      ratemaking purposes  accounting  and  cost  allocation  rules,
      similar  to  those  adopted  by   the  Federal  Communications
      Commission ("FCC"), for the  separation of costs  of regulated
from non-regulated activities.                          

State Regulation                                        

      On May  24, 1993,  the DPUC  issued  a final  decision on  the
      capital recovery  portion of  the November  1992 rate  request
      submitted by  the  Telephone Company  ("Rate  Request").   The
      Telephone Company  was granted  an increase  in the  composite
      intrastate depreciation rate from 5.7%  to approximately 7.3%.
      This equated  to  an  increase  in Telephone  Company  revenue
      requirement of approximately  $40 million  annually.   The new
   depreciation rates were implemented effective July 1, 1993.

      On July  7, 1993,  the DPUC  issued a  final decision  ("Final
      Decision-I") in  its  three-phase review  of  the current  and
      future telecommunications  requirements of  Connecticut and  a
      final decision ("Final Decision-II")  in the remainder  of the
      Rate Request  docket.   The Final    Decision-I addressed  the
      issues of (i) competition  [see Item 1.,  "Competition"]; (ii)
      infrastructure modernization;  (iii) rate  design and  pricing
      principles; and  (iv) regulatory  and legislative  frameworks.
      With respect to "rate design and pricing principles," the DPUC
      stated that the pricing of  all services must be  more in line
      with the costs of providing these  services.  Historically, to
      provide universal  service,  basic  residential services  have
      been subsidized by other tariffed  services, primarily message
      toll and business services.   In regard to  the regulatory and
      legislative  framework,  the  DPUC  endorsed  the  concept  of
      incentive-based regulation as a potentially more effective and
      efficient regulatory system  than the  present rate  of return
regulation.                                             

      The Final  Decision-II  authorized a  rate  of  return on  the
      Telephone Company's  common equity  ("ROE") of  11.65% and  an
      increase in intrastate revenue of $37.5 million effective July
      7, 1993.  The  Telephone Company was authorized  previously to
      earn a 12.75% ROE.  On  August 13, 1993, the  DPUC granted the
      Telephone Company  an additional  revenue requirement  of $1.9
      million to  the $37.5  million previously  awarded based  on a
      review of certain  areas requested  by the  Telephone Company.
      The total increase in  intrastate revenue of $39.4  million is
      virtually offset by  the approximate  $40 million  increase in
      capital  recovery.     In  addition,  the   Final  Decision-II
      addressed areas of infrastructure  modernization and incentive
      regulation.   Under  infrastructure  modernization, the  Final
      Decision-II supported, but did not  mandate, implementation of
an infrastructure modernization program.                

      On December  3, 1993,  the Telephone  Company sought  approval
      from the DPUC  to allow the  Telephone Company to  develop and
      provide electronic  information  services  ("EIS"),  including
      electronic publishing services.  Since 1984, dramatic industry
      changes  in  technology,   regulation  and   competition  have
      eliminated any  need for  such a  restriction.   For the  last
three years, AT&T                                       

4   

and the  Regional Bell  Operating Companies ("RBOCs")   
have  been   permitted  to  enter   the  electronic     
      publishing and  information services  markets.   For the  same
      reasons that  the  U.S.  District  Court  lifted  the  ban  on
      information services  and electronic  publishing services  for
      AT&T and the RBOCs, the Company believes  that the DPUC should
      lift the  ban on  the Telephone  Company offering  of EIS.   A
     hearing in this matter is expected in the first half of 1994.

      State legislation,  signed into  law effective  July 1,  1993,
      authorized  the   formation   of  a   task   force  to   study
      Connecticut's telecommunications infrastructure  and policies.
      Draft legislation, based on the recommendations the task force
      submitted in  February  1994,  provides  a framework  to  move
      forward with  a new  regulatory model  for Connecticut.   This
      model would move telecommunications toward a fully competitive
      marketplace  and  provide  alternative  forms  of  regulation.
      Overall, the goals of the draft legislation are to: (i) ensure
      high-quality  and   affordable  universal   telecommunications
      service for  Connecticut  customers;  (ii)  promote  effective
      competition and the development of an advanced infrastructure;
      and (iii) enhance  the efficiency of  government, educational,
and health care facilities through telecommunications.  

Intrastate Rates                                        

      The Final  Decision-II established  rates designed  to achieve
      the increase  in intrastate  revenue of  $39.4  million.   The
      following  major  provisions   were  included  in   the  Final
      Decision-II:    (i)   reductions  in  intrastate   toll  rates
      including several  toll discount  plans; (ii)  an increase  in
      basic  local  exchange  rates  for  residential  and  business
      customers to  be phased  in over  a two-year  period; (iii)  a
      reduction in  the  pricing  ratio  gap  between  business  and
      residential basic local service over a two-year period: (iv) a
      $7.00 per  month Lifeline  credit  for low-income  residential
      customer; (v) an increase  in local calling service  areas for
      most customers with none  being reduced:  (vi)  an increase in
      the local  coin telephone  rate from  $.10 to  $.25; (vii)  an
      increase in the directory assistance charge  from $.24 to $.40
      and a decrease  in the number  of "free"  directory assistance
      calls;  and  (viii)  a  late  payment  charge  of  1%  monthly
      effective January 1, 1994.  This rate award was implemented on
      July 9,  1993  through a  combination  of  increases for  coin
      telephone calls,  directory  assistance  calls along  with  an
      approximate 15%  interim surcharge  on the  remaining products
      and  services  with   authorized  increases   including  local
      exchange.  On  July 22, 1993,  the DPUC issued  a supplemental
      decision reducing the interim surcharge implemented on July 9,
      1993 to  approximately  8%.    The  Telephone  Company  issued
      credits during August of 1993 to customers who were charged at
      the higher rate.  The 8% surcharge was in effect until October
      9, 1993,  when  the  remaining  new  rates  became  effective,
      including an  average  increase  in  residential  basic  local
      exchange rates  of  $.32  a month  and  a  slight decrease  in
      average monthly business rates. In addition, residential basic
      local exchange rates will  increase $.31 a month  and business
      rates will decrease  an average of  $.84 a month  beginning in
      July 1994.   At  December 31,  1993,  the Telephone  Company's
intrastate ROE was below the authorized 11.65%.         

Federal Regulatory Matters                              

      The Telephone Company  is subject to  the jurisdiction  of the
      FCC with  respect to  interstate rates,  services, video  dial
      tone,  access  charges   and  other  matters,   including  the
      prescription of a uniform  system of accounts and  the setting
      of  depreciation  rates   on  plant  utilized   in  interstate
      operations.  The  FCC  also  prescribes   the  principles  and
      procedures (referred to  as "separations procedures")  used to
      separate investments, revenues,  expenses, taxes  and reserves
between  the  interstate  and                           

   5

    intrastate  jurisdictions.  In addition, the FCC has adopted
  accounting and cost allocation rules for the separation of
costs of regulated from non-regulated telecommunications
services for interstate ratemaking purposes.            
ratemaking purposes.                                    

Federal Regulation                                      

      On July  1,  1993,  the FCC,  in  connection  with its  normal
      triennial  review  of  depreciation,   granted  the  Telephone
      Company new depreciation rates retroactive to January 1, 1993.
      The new rates increased depreciation  expense by approximately
      $11 million  in 1993.   Under  current  price cap  regulation,
      however, any changes in depreciation rates cannot be reflected
   in interstate access rates (see "Interstate Rates," below).

      On January 19, 1994,  the Telephone Company filed  suit in the
      U.S. District  Court  in New  Haven  claiming  that the  Cable
      Communications Policy Act of  1984 ("Cable Act")  violates the
      Telephone Company's  First and  Fifth Amendment  rights.   The
      Cable  Act   limits  the   in-territory  provision   of  cable
      programming by LECs such as the Telephone  Company.  The Cable
      Act currently prohibits LECs  from owning more than  5% of any
      company that provides cable programming in their local service
area.                                                   

      Since January 1, 1988,  the Telephone Company has  utilized an
      FCC approved, company specific Cost Allocation Manual ("CAM"),
      which apportions  costs  between  regulated and  non-regulated
      activities, and describes  transactions between  the Telephone
      Company and  its  affiliates. In  addition,  the FCC  requires
      larger LECs, including  the Telephone  Company, to  undergo an
      annual independent audit  to determine whether  the LEC  is in
      compliance with its  approved CAM.  The Telephone  Company has
      received audit reports for 1988 through  1992 indicating it is
      in compliance  with its  CAM, and  is currently  undergoing an
audit for the year 1993.                                

Interstate Rates                                        

      The Telephone Company  elected price cap  regulation effective
      July 1,  1991.   Under price  cap  regulation, which  replaces
      traditional rate of  return regulation,  prices are  no longer
      tied directly to the  costs of providing service,  but instead
      are  capped  by  a  formula  that   includes  adjustments  for
      inflation, assumed  productivity  increases,  and  "exogenous"
      factors, such as changes in accounting principles, in FCC cost
      separation rules,  and taxes.  The treatment  as exogenous  of
      various factors affecting a company's costs  is subject to FCC
interpretation.                                         

      By electing  price cap  regulation, the  Telephone Company  is
      provided the opportunity to  earn a higher interstate  rate of
      return than  that  allowed under  traditional  rate of  return
      regulation. However, price cap  regulation presents additional
      risks since  it  establishes  limits  by which  the  Telephone
      Company is  able  to increase  rates,  even  if the  Telephone
      Company's interstate rate of return falls below the authorized
      rate of return. The  Telephone Company is allowed  to annually
      elect a  productivity offset  factor of  3.3%  or 4.3%.  Since
      price cap regulation was  elected in July 1991,  the Telephone
      Company has selected the 3.3% productivity factor and does not
      anticipate changing its election  for the next  tariff period.
      Choosing the 3.3% factor, the Telephone  Company is allowed to
      earn up  to  a  12.25%  interstate  rate of  return  annually.
      Earnings between  12.25% and  16.25% would  be shared  equally
      with customers, and earnings over 16.25%  would be returned to
      customers. Any amounts returned  to customers would be  in the
      form  of  prospective   rate  reductions.  In   addition,  the
      Telephone  Company's   ability  to   achieve  or   exceed  its
interstate rate of                                      

   6

     return will depend, in part, on its ability to meet or exceed
    the assumed productivity increase.  As of December 31, 1993,
    the Telephone Company's  interstate rate of return was below
the 12.25% threshold.                                   

      The Telephone Company filed tariffs under price cap regulation
      on April 2, 1993 which took effect on July 2, 1993, subject to
      the FCC's  further investigation.  The Telephone  Company will
      file its 1994 annual interstate access  tariff filing on April
      1, 1994  to become  effective July  1, 1994.  The filing  will
      adjust interstate  access  rates for  an  experienced rate  of
      inflation, the FCC's  productivity target, and  exogenous cost
      changes, if any.  In January 1994, the FCC began its scheduled
      inquiry into the price cap plan for LECs, to determine whether
      to revise  the  current plan  to  improve  its performance  in
      meeting the  FCC's objectives.   Results  of this  inquiry are
expected in late 1994 or early 1995.                    

      In an  order  released  on  January  9, 1990,  which  did  not
      directly apply to the Telephone Company, the FCC established a
      precedent whereby a customer has a right to recover damages if
      they can establish that a LEC exceeded  its authorized rate of
      return.   The  FCC, in  a  March 1993  order  responding to  a
      complaint filed  by Sprint  Communications Company  ("Sprint")
      alleging overearnings  in  switched  traffic sensitive  access
      charges, affirmed  the  Telephone  Company's right  to  offset
      overearnings in  one  access  category with  underearnings  in
      another category, and held  that the Telephone Company  had no
      liability. Sprint has appealed the order to  the U.S. Court of
Appeals.                                                

Regulated Operations                                    

      The network access lines provided by  the Telephone Company to
      customers' premises  can  be  interconnected with  the  access
      lines of other  telephone companies in  the United  States and
      with telephone systems in most other countries.  The following
      table sets  forth, for  the Telephone  Company, the  number of
      network access lines in  service at the  end of each  year and
      the number  of intrastate  toll and  intrastate WATS  messages
handled for each year:                                  

                              1993    1992    1991    1990    1989
Network Access Lines                                    
     in Service              1,964   1,937   1,922   1,904   1,875
(in thousands)                                      

Intrastate Toll and                                     
     WATS Messages             524     526     516     521     523
(in millions                                  

      The Telephone Company has been making, and expects to continue
      to make, significant capital  expenditures to meet  the demand
      for  regulated  telecommunications  services  and  to  further
      improve  such   services   (see   discussion  of   I-SNET   in
      "Competition").  The total gross investment in telephone plant
      increased from approximately $3.4 billion at December 31, 1988
      to approximately  $4.0  billion at  December  31, 1993,  after
      giving effect to retirements, but before deducting accumulated
      depreciation at either  date.  Since  1989, cash  expended for
capital additions was as follows:                       

         7

     Dollars in millions      1993    1992    1991    1990    1989
Cash Expended for                                       
        Capital Additions     $231.6  $269.1  $296.3  $370.0  $338.8

      In 1993, the  Telephone Company  funded its  cash expenditures
      for  capital  additions  entirely  through   cash  flows  from
      operations.   In 1994,  capital additions  are expected  to be
      approximately $230 million.  The Telephone  Company expects to
      fund substantially all of  its 1994 capital  additions through
cash flows from operations.                             

      The Telephone  Company  currently  accounts for  the  economic
      effects of  regulation in  accordance with  the provisions  of
      SFAS No. 71, "Accounting  for the Effects of  Certain Types of
      Regulation."  In the  event recoverability of  operating costs
      through rates becomes unlikely or uncertain, whether resulting
      from competitive effects or specific  regulatory actions, SFAS
      No. 71  would no  longer apply.   The  financial impact  of an
      accounting change,  should  the  Telephone Company  no  longer
     qualify for the provisions of SFAS No. 71, would be material.

Competition                                             

      The Telephone  Company's regulated  operations are  subject to
   competition from companies, carriers and competitive access
providers which  construct and                          
      operate their own communications systems and  networks for the
      provision  of  services  to  others.  At  present,  regulation
      continues to provide for  a system of subsidies  which prevent
      the Telephone Company's prices from moving  toward the cost of
      providing the  service.  The  Telephone Company's  ability  to
      compete depends  to some  degree on  the action  of regulators
      regarding the  pricing  of  local,  toll  and  network  access
      services, and on the Telephone Company's continuing ability to
manage its costs effectively.                           

      In the  Final Decision-I,  the DPUC  concluded that  currently
      authorized intrastate competition  has not  adversely affected
      either service  availability  or cost,  and  that a  broadened
      scope of intrastate competitive participation  was prudent and
      warranted.  Accordingly, the DPUC found that 10XXX calling and
      resale competition were in  the public interest and  should be
      allowed beginning  July 7,  1993 in  accordance with  recently
      enacted State legislation.  Using 10XXX calling, customers can
      use any  certified carrier  for  interexchange calling  within
      Connecticut by dialing  1, 0, and  XXX (a  three-digit carrier
      code). Terms and conditions  associated with the  provision of
      specialized/ancillary    services,    including    monitoring,
reporting and compensation, would no longer apply.      

      Since the issuance of Final  Decision-I, several interexchange
      carriers have  filed applications  with and  received approval
      from the DPUC to offer 10XXX intrastate long-distance service.
      In addition,  a number  of resellers  have  filed for  initial
      certificates  of  public  convenience  and   necessity.    The
      Telephone Company anticipates additional  applications will be
      filed.  The  introduction of  competition to  intrastate long-
      distance service  and  the  Telephone Company's  reduction  in
      intrastate  toll  rates  will  further   erode  the  Telephone
      Company's  intrastate   toll  revenues.   Pursuant  to   Final
      Decision-I, the Telephone Company filed on October 1, 1993 its
      proposed  implementation  plan  for  equal   access  based  on
      customer preference  for  dual  primary interexchange  carrier
      capability (ability  to  choose  one  carrier  for  interstate
      calling and  either  the  same  or  a  different  carrier  for
           intrastate long distance calling). The Telephone Company's position

       8

      regarding  cost recovery  remains that  interexchange carriers
     should pay for the direct costs of implementing equal access.

      Regarding competition for local exchange  services, in January
      1994, MCI  announced  plans  to  construct and  operate  local
      communication networks in large markets  throughout the United
      States, including parts of Connecticut in  which the Telephone
      Company operates.   These networks would  allow MCI  to bypass
      the  Telephone  Company's  facilities   and  provide  services
      directly to customers.  Pending DPUC  approval, these services
      are expected  to be  available in  Connecticut  within two  to
      three years.   Also  in January  1994,  the Telephone  Company
      announced that it  had reached an  agreement to lease  part of
      its existing digital fiber  optic ring network in  the greater
      Hartford metropolitan area to MFS Communications, Inc ("MFS").
      This  agreement  allows  MFS  to  provide  services  to  large
      business customers  on an  intraexchange basis  and eliminates
     the need for MFS to construct their own facilities.  Teleport
  Communications Group, another competitive access provider,
 recently announced plans to provide local telephone links
         for interstate services to businesses and long distance companies
in the Hartford area.                                   

      In an  order  adopted  in  September  1992, the  FCC  required
      certain  LECs,  including  the  Telephone  Company,  to  offer
      expanded special  access  interconnection  to  all  interested
      parties,  permitting  competitors   to  terminate   their  own
      transmission facilities in LEC central offices.  The Telephone
      Company filed  tariffs which  were implemented  in June  1993,
      subject to  investigation,  and  was granted  some  additional
      pricing flexibility  in light  of this  increased competition.
      In August 1993,  the FCC adopted  rules, which  largely mirror
      the requirements adopted in September 1992  for special access
      interconnection,  requiring   certain   LECs,  including   the
      Telephone  Company,  to  offer  expanded  interstate  switched
      access interconnection.   The Telephone Company  tariffs which
      implemented   changes   associated   with    switched   access
      interconnection  became  effective  in  February  1994.    The
      Telephone Company has  received applications  from competitive
      access  providers  for   special  access   interconnection  in
      selected central  offices  of  the  Telephone  Company.    The
      Telephone Company anticipates additional applications for both
      special and switched access interconnection will  be filed.  A
      number of LECs, including the Telephone Company, have appealed
      the  FCC's  orders  to  offer  special   and  switched  access
      interconnection.  Oral arguments on the  appeal of the special
      access order  were  heard in  February  1994  with a  decision
      expected later in  1994.   The appeal  of the  switched access
      order has  been  delayed pending  a  decision  on the  special
access appeal.                                          

      The Telephone  Company, expecting  to  see continued  movement
      toward a  fully  competitive  telecommunications  marketplace,
      both on an  interexchange and  intraexchange basis,  has taken
      several steps to effectively position itself.   On January 13,
      1994, the Telephone Company announced its  intention to invest
      $4.5 billion  over the  next  15 years  to  build a  statewide
      information  superhighway  ("I-SNET").    I-SNET  will  be  an
      interactive multimedia  network capable  of delivering  voice,
      video  and  a  full  range  of   information  and  interactive
      services.   The Telephone  Company expects  I-SNET will  reach
      approximately 500,000 residences and businesses thru 1997.  In
      addition, the  Telephone Company  has  reduced its  intrastate
      toll rates beginning  in July 1993  [see Item  1., "Intrastate
      Rates"], is committed to reducing its  cost structure, remains
      focused  on  providing   quality  customer  service   and  has
introduced several new services as mentioned below.     

     9

New Services                                            

      On March 31, 1993, the Telephone  Company together with Sprint
      announced the introduction of 800 CustomLink  Service (service
     mark).  This service allows  the Telephone  Company to  offer
it business customers an 800 service  enabling          
    them to receive calls from anywhere  in  the  United  States
as  well  as  international locations.                  

      In 1993, the Telephone Company launched the next generation of
        CentraLink products, CentraLink (service mark) 3100.  CentraLink
        3100 is a central-office based  product that  allows flexibility
         to add additional phone  lines, locations  and features  to adapt
to customers' changing telecommunications requirements. 

      In 1993, the Corporation established SNET America, Inc. ("SNET
      America") under the laws of Connecticut.   SNET America offers
      a complete range of interstate and international long distance
      services to Connecticut customers, including  calling card and
      800 service, along with volume discount plans such as Distance
        Plus (service mark).  Distance  Plus offers  graduated discounts
          where the discount increases as the usage increases.  SNET America
         began offering service  in  the  third  quarter  of  1993.  Under
        a proposed marketing arrangement  between the  Telephone Company
      and SNET America filed with  the DPUC on January  7, 1994, the
      Telephone   Company   anticipates   selling   SNET   America's
      interstate and international  products, and SNET  America will
      sell  the  Telephone  Company's  intrastate  products.    This
      arrangement  will  enable  the  Corporation   to  satisfy  its
      customers complete long distance  calling needs with  a single
point of contact.                                       

      On October 21, 1993, the FCC  approved the Telephone Company's
      application  to   construct,   operate,   own,  and   maintain
      facilities to conduct a technology and marketing trial for use
      in  providing  video  dial  tone  service  in  West  Hartford,
      Connecticut.  With construction of the fiber optic and coaxial
      facilities completed,  the trial  began in  early  1994.   The
      trial,  offered  to  approximately   500  customers,  provides
      hundreds of  choices of  videos.   On December  15, 1993,  the
      Telephone  Company  filed  a  request  with  the  FCC  for  an
      expansion of this trial.   The proposal seeks  to provide this
      service to an  additional 20,000 customers  in other  areas of
Connecticut.                                            

      On December  22, 1993,  the Telephone  Company filed  with the
      DPUC its  application to  conduct a  market trial  for Digital
      Enhancer, an  Integrated  Services  Digital Network  offering.
      Digital Enhancer provides customers with  integrated voice and
      data communications capabilities on a  single telephone access
      line.    Digital  Enhancer  will  be  offered  from  specially
      equipped digital  central offices  and will  require customer-
      provided terminal  equipment to  access and  use the  service.
      This  service   will   enable   customers  to   reduce   their
      telecommunications  costs  by  reducing  wiring  requirements,
      increase  productivity  through  increased  data  transmission
      speed, and  improve quality  of service  through reduced  data
error rates.                                            

Directory Publishing                                    

      The Telephone Company's directory publishing operation remains
      sensitive to the Connecticut economy.   The continuing decline
      in new business  formations and  the acceleration  of business
      failures within  the State  will further  suppress advertising
growth potential in the near term.                      

10  

      The Connecticut advertising  marketplace continues  to undergo
      major structural  changes and  is  becoming increasingly  more
      fragmented  and  competitive.     Directory  publishing  faces
      potential increased competition from  non-traditional services
      such as desktop  publishing, electronic shopping  services and
      the expansion  of cable  television.   Furthermore, additional
      competition may arise from  the regional BOCs' ability  to now
      offer information services.  The Telephone Company's directory
      publishing operation will continue to  strategically widen its
      business focus and respond to emerging market opportunities to
      position itself effectively against this potential competition
[see discussion of EIS in Item 1., "State Regulation"]. 

11

      PERSONAL COMMUNICATIONS SERVICES

      The Corporation  provides  personal  communications  services,
      which consist  of  wholesale  and  retail  cellular  telephone
      communications and paging  services, through  its subsidiaries
      SNET  Cellular,  Inc.   ("Cellular"),  SNET   MobileCom,  Inc.
("MobileCom") and SNET Paging, Inc. ("Paging").         

SNET Cellular, Inc.                                     

      Cellular was incorporated in 1985 under the  laws of the State
      of Connecticut.    In  1990,  Cellular formed  the  Springwich
      Cellular Limited Partnership ("Springwich")  with NYNEX Mobile
      Communications Company ("NYNEX Mobile"),  The Granby Telephone
      and Telegraph  Company of  Massachusetts,  Inc., The  Woodbury
      Telephone Company and a  fifth partner (New York  SMSA Limited
      Partnership, of which NYNEX  Mobile is the  managing partner).
      Springwich is authorized  to provide wholesale  cellular radio
      telecommunications services  in the  Hartford, New  Haven, New
      London,  and   Fairfield,  Connecticut   New  England   County
      Metropolitan  Areas  ("NECMAs")  and  in   the    Springfield,
      Massachusetts NECMA.  Springwich  also is licensed  to provide
      cellular  wholesale  service  in  three  Rural  Service  Areas
      ("RSA"), Windham  and Litchfield  Counties in  Connecticut and
      Franklin County in Massachusetts.  The  combined population of
      this  region  is  approximately  4  million.    Springwich  is
      currently  subject   to  FCC,   DPUC  and   the  Massachusetts
Department of Public Utility jurisdictions.             

      In January  of 1993,  Cellular  incorporated SNET  Springwich,
      Inc. ("SSI"), a wholly owned subsidiary of Cellular.  Cellular
      transferred a 32%  general partnership interest  in Springwich
      to SSI in both 1993 and 1994  and anticipates transferring the
      remaining 18.5% partnership interest  in Springwich to  SSI in
1995.                                                   

      Springwich  has  "roamer   agreements"  with   other  cellular
      carriers  which  allow  customers  of   Springwich  access  to
      cellular markets throughout the  United States and  Canada and
      allow customers of other carriers to use Springwich's network.

      On July 31, 1990, Springwich petitioned the DPUC to initiate a
      proceeding to  address  whether  the conditions  necessary  to
      forebear from  rate regulation  of  cellular mobile  telephone
      service in Connecticut NECMAs were present, as required of the
      DPUC  under   Connecticut   legislation   enacted   in   1985.
      Subsequent to the  petition, the  DPUC initiated  a proceeding
      (Docket No. 90-08-03)  to address  this issue.   In  1991, the
      DPUC issued  a  decision  denying  Springwich's  petition  for
      forbearance citing  that  the  record  did not  indicate  that
      forbearance would  enhance or  expedite the  evolution of  the
      cellular marketplace.  On December 16, 1992, the DPUC reopened
      Docket No. 90-08-03 to reconsider its 1991 decision.  The DPUC
      closed this docket  on December 15,  1993 without  a decision.
 Pursuant to  a recent  federal law,  state regulation  of
    cellular activities  is pre-empted unless the FCC approves a
petition by the state regulatory agency to continue its 
      regulatory scheme.  Such a filing, if one is to be made,  must
be done by August 10, 1994.,                            

      In February 1993, Cellular  announced that it had  joined with
    other major mobile communications companies to form MobiLink
      (service mark) Partners.  In July 1993, the  MobiLink Partners
       set  common standards for cellular service nationwide under the
     new brand name Mobilink (service mark).   Mobilink includes a
      number of innovations designed to make cellular service easier
      to use and accessible to more cellular phone users across much
of the United States  and Canada.                       

12

      On October  22,  1993,  the  FCC  issued a  report  and  order
      allocating radio spectrum to be licensed  for use in providing
      personal communications services ("PCS").  These bandwidths of
      spectrum could  provide new  services such  as advanced  voice
      paging,  two-way   acknowledgment   paging,  data   messaging,
      electronic mail and facsimile transmissions.  Under the order,
      separate  bandwidths  would  be  auctioned  to  potential  PCS
      providers in each geographic  area of the United  States.  The
      FCC is seeking comments on the design  of the auction process,
      financing alternatives for special interest  licenses, and the
      classes of licenses and permits that should be included in the
      competitive bidding process.  The auction  of these bandwidths
      of spectrum  will allow  additional competitors  to enter  the
market place Springwich serves.                         

      In 1992, Bell Atlantic Corporation ("Bell Atlantic") completed
      the acquisition  of  Metro Mobile  CTS,  Inc., a  non-wireline
      provider of  cellular  services  that operates  in  Springwich
      markets.  Bell  Atlantic, which operates  under the  name Bell
      Atlantic Mobile,  has substantial  capital, technological  and
      marketing resources.  Cellular  has made and will  continue to
      make  significant   investments  in   network  expansion   and
enhancements in order to effectively compete.           

SNET MobileCom, Inc.                                    

      MobileCom was incorporated in 1985 under the laws of the State
      of  Connecticut.    MobileCom   purchases  wholesale  cellular
      communications service  from Springwich  and resells  cellular
      communications  service  to   the  retail  market   under  the
servicemark LINX in Springwich's serving area.          

      MobileCom markets  its  services  through its  internal  sales
      force and  through agreements  with third-party  distributors.
      MobileCom  anticipates  continuing  competition   from  local,
      regional and  national resellers.   Over  the past  few years,
      intense competition for new customers has  led to increases in
      selling and  promotional costs.    MobileCom anticipates  that
      this trend  will continue  into the  foreseeable  future.   In
      response to  this  competition, MobileCom  has  offered a  new
      cellular service plan called Linx Omni that provides customers
      with a package of cellular services plus a free cellular phone
when the customer signs a 24 month service agreement.   

SNET Paging, Inc.                                       

      Paging was incorporated in February 1990 under the laws of the
      State of  Connecticut.   Paging launched  service on  April 1,
      1991.  Paging  provides its customers  with tone,  numeric and
      alphanumeric paging  services  through  its service  trademark
        Page 2000 (service mark).   Customers have  a choice  of  either
       selecting local or regional coverage.  Paging also  serves as a
      reseller of SkyTel, a  nationwide paging  service.   Currently
          Paging's network is capable of providing services  in Connecticut,
           most of  Massachusetts,  southern  New   Hampshire,  Rhode  Island,
Metropolitan New York City, and northern New Jersey.    

      TNI  Associates,   Inc.   ("TNIA"),   formerly   SNET   Paging
      Acquisition Corporation, a wholly owned  subsidiary of Paging,
      also was formed in February  1990 under the laws  of the State
      of Connecticut.  In October 1993, TINA purchased the remaining
      50.5% partnership interest in the net assets of TNI Associates
         (the "TNI Partnership") from Telecommunications Network, Inc. The

        13

  TNI Partnership business purchased by TNIA operates a wide
      area  paging   network  covering   the   seaboard  area   from
      Metropolitan New York to southern New Jersey and Philadelphia.

      Paging has three primary  competitors in the  Northeast region
      it serves.  One is dominant in the Connecticut marketplace and
      is perceived  as  offering  competitive  pricing  and  a  high
      quality network.   The second  offers multistate  and regional
      services that focus  on large  metropolitan markets  with less
      emphasis on Connecticut.  The last is a large national carrier
      that offers  the lowest  price with  an  apparent strategy  of
building market share rapidly.                          

      SNET DIVERSIFIED GROUP, INC.

      SNET Diversified Group, Inc.  ("Diversified") was incorporated
      in 1986 under the laws of the State of Connecticut in order to
      identify   and    develop    new,    non-regulated    business
      opportunities. The  majority of  Diversified's activities  are
      leasing and  selling  CPE to  residential  and small  business
      customers.   Prior  to 1988,  embedded  CPE  was leased  under
      regulation to customers by the Telephone Company.   As part of
      the  1993  SNET  Systems,   Inc.  ("Systems")  reorganization,
      Diversified   established    a    new    division,    Business
      Communications, which continues to offer  and maintain certain
      key products that are complementary to the Telephone Company's
      central-office based solutions.  SNET  Premium Services, which
         offers  network  related  activities  such   as  ConnNet (service
        mark) and Conference Calling, was transferred from the Telephone
Company to Diversified effective  January 1, 1993.      

      Diversified  faces   significant  competition   from  numerous
      department  store,  discount  store,  and  business  equipment
      retailers that carry CPE.  Diversified  has differentiated its
      product line from its competitors by offering  a wide array of
      quality products coupled with superior customer assistance and
by offering customers  leasing options.                 

      SNET REAL ESTATE, INC.

      SNET Real  Estate, Inc.  ("Real Estate")  was incorporated  in
      1983 under the laws of the State of  Connecticut.  Real Estate
      is an  owner  of commercial  property  which  it leases  under
      operating leases and  is a participant  in a  partnership that
      also leases commercial  property.   Currently, Real  Estate is
      managing its existing portfolio  and is not  actively pursuing
additional real estate investments.                     

      Real Estate faces a risk that real estate markets in which its
      properties are  located,  primarily  Connecticut, may  further
      deteriorate from  their  current  condition.    This  risk  is
      minimized  by  the   conservative  nature  of   Real  Estate's
portfolio, a majority of which is leased to affiliates. 

          SNET SYSTEMS, INC.

      SNET Systems, Inc. ("Systems") was incorporated  in 1986 under
      the laws  of the  State of  Connecticut  and was  subsequently
      dissolved in December 1993.  Systems marketed  a full range of
      sophisticated communications systems and services primarily to
      large business  customers  as  well  as  provided  consulting,
      installation   and    maintenance    services    related    to
communications systems.                                 

  14

      On January 15, 1993,  the Corporation announced that  it would
      disband Systems and  reassign its  functions and  employees to
      other   organizations   within   the    Corporation.      This
      reorganization of  Systems'  operations is  in  line with  the
      Corporation's strategy  to focus  on  the Telephone  Company's
      central-office based  solutions.   As discussed  previously, a
      new division  of  Diversified,  Business  Communications,  was
      formed as a result of this reorganization and will continue to
      offer and maintain certain key products that are complementary
to central-office based solutions.                      

       SNET CREDIT, INC.

      SNET Credit, Inc.  ("Credit") was  incorporated in  1983 under
      the laws of the  State of Connecticut.   Credit provided lease
      financing  of  telecommunications  and   other  equipment  for
      Systems and  third parties  under operating,  direct-financing
      and leveraged  leases.   In  September  1992, the  Corporation
      announced its intention to withdraw from  the finance business
      by phasing out the  activities of Credit because  it no longer
      fit into the Corporation's long-term  strategic business plan.
      During the  first and  second quarters  of  1993, Credit  sold
      portions of  its direct-financing  lease  portfolio.   Certain
      existing leveraged  leases and  direct  financing leases  have
been retained as investments.                           

Employee Relations                                      

      The Corporation  and its  subsidiaries employed  approximately
     9,820 persons at February 28, 1994, of whom approximately 68%
      are represented by The Connecticut Union of Telephone Workers,
Inc. ("CUTW"), an unaffiliated union.                   

      In  December  1993,  the  Corporation   announced  a  business
      restructuring program designed to reduce costs and will result
      in approximately 2,500 employees exiting the business over the
next two to three year period.                          

Item 2.  Properties                                     

      The  principal   properties  of   the   Corporation  and   its
      subsidiaries do not lend themselves to  a detailed description
      by character and location.  The majority of telecommunications
      plant, property  and  equipment  of  the Corporation  and  its
      subsidiaries is  owned  by  the  Telephone  Company.   Of  the
      Corporation's investment in telecommunications plant, property
      and equipment at December  31, 1993, central  office equipment
      represented 39%; connecting lines not  on customers' premises,
      the majority of which  are on or under  public roads, highways
      or streets  and the  remainder on  or under  private property,
      represented 35%; land  and buildings (occupied  principally by
      central offices)  represented 12%;  telephone instruments  and
      related  wiring  and   equipment,  including   private  branch
      exchanges, substantially all of  which are on the  premises of
      customers, represented 2%; and other, principally vehicles and
general office equipment, represented 12%.              

      Substantially   all   of   the    central   office   equipment
      installations  and  administrative  offices   are  located  in
      Connecticut  in  buildings  owned  by  the  Telephone  Company
      situated on land which it owns in fee.   Many garages, service
      centers and some administrative offices are  located in rented
quarters.                                               

  15

      The  Corporation   has  a   significant   investment  in   the
      properties, facilities and equipment necessary  to conduct its
      business wherein the overwhelming majority  of this investment
      relates to telephone operations.  Management believes that the
        Corporation's facilities and equipment are suitable and adequate
for the business.                                       

      As discussed previously, the Telephone Company plans to invest
      $4.5 billion  over the  next 15  years to  build I-SNET.   The
      Telephone Company plans  to support this  investment primarily
      through  increased  productivity   from  the   new  technology
      deployed, ongoing  cost containment  initiatives and  customer
      demand for the  new services offered.   The  Telephone Company
     does not plan to request a rate increase for this investment.

Item 3.  Legal Proceedings                              

      The Corporation and certain  of its subsidiaries  are involved
      in various  claims  and  lawsuits  that  arise in  the  normal
      conduct of their business.  In the opinion of management, upon
      advice of  counsel,  these claims  will  not  have a  material
   adverse effect on the Telephone Company or the Corporation.

    Item 4.  Submission of Matters to a Vote of Security Holders

      No matter was submitted to  a vote of security  holders in the
 fourth quarter of the fiscal year covered by this report.

16

      Executive Officers of the Registrant (1)
       (as of January 1, 1994)

                                                                 Executive
                                                                 Officer
Name              Age(2)         Position                        Since

Daniel J. Miglio      53      Chairman, President and                         
                          Chief Executive Officer             1/86

Robert F. Neal        58      Senior Vice President-                          
                          Organization Development            1/87

Ronald M. Serrano     38      Senior Vice President-                          
                          Corporate Development               1/93

Donald R. Shassian    38      Senior Vice President and                       
                          Chief Financial Officer            12/93

Madelyn M. DeMatteo   45      Vice President, General                         
                           Counsel and Secretary              5/90

John A. Sadek         60      Vice President and                              
                          Comptroller                         1/86

(1) Includes executive officers subject to Section 16 of the Securities       
Exchange Act of 1934.                                                 

(2) As of December 31, 1993.                                                  

      Mr. Miglio, Mr.  Neal, Mr.  Sadek and  Ms. DeMatteo  have held
      high level managerial  positions with  the Corporation  or its
      subsidiaries for more than  the past five years.   Mr. Serrano
      was a Vice  President of  Mercer Management  Consulting, Inc.,
      (formerly Strategic  Planning Associates)  for more  than five
      years prior to  joining the Corporation.   Mr. Shassian  was a
      partner with Arthur  Andersen & Co.,  independent accountants,
  for more than five years prior to joining the Corporation.

17

 PART II

      Item 5. Market for the  Registrant's Common Stock  and Related
Stockholder Matters                     

      The common stock of the Corporation is listed  on the New York
      and Pacific  stock  exchanges and  the  number  of holders  of
      record, computed  on the  basis of  registered accounts,  were
      approximately 57,177  as of  February 28,  1994.   Information
      with respect to the quarterly high and low sales price for the
      Corporation's  common  stock  and   quarterly  cash  dividends
      declared is  included  in the  registrant's  Annual Report  to
      Stockholders on page 48 under the caption "Market and Dividend
      Data" and  is  incorporated herein  by  reference pursuant  to
General Instruction G(2).                               

Items 6 through 8.                                      

      Information required under  Items 6 through  8 is  included in
      the registrant's Annual Report to Stockholders  for the fiscal
      year ended December 31, 1993  on pages 18 through  47 in their
      entirety and is incorporated  herein by reference  pursuant to
General Instruction G(2).                               

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure     

      No  changes  in  or  disagreements  with  accountants  on  any
      accounting or financial disclosure occurred  during the period
covered by this report.                                 

          PART III

Items 10 through 13.                                    

      Information required under Items 10 through  13 is included in
      the registrant's Proxy Statement dated March 28, 1994 on pages
       1 (commencing under the caption "Proxy  Statement") through 17.
Such information is incorporated herein by reference.   

      Information regarding  executive  officers  of the  registrant
      required by Item 401(b) and (e) of  Regulation S-K is included
      in Part I of this Annual Report on Form 10-K following Item 4.

18

 PART IV

Item 14.  Exhibits, Financial Statement Schedules, and       Page     
Reports on Form 8-K                               

(a)   Documents filed as part of the report:                          

 (1) Report on Consolidated Financial Statements           *

          Report of Audit Committee                        *

          Report of Independent Accountants                *

Consolidated Financial Statements:      

         Consolidated Statement of (Loss) Income - for
         the years ended December 31, 1993, 1992 and
             and 1991                                      *

Consolidated Balance Sheet - as of  
             December 31, 1993 and 1992                    *

Consolidated Statement of Changes in
     *
        Stockholders' Equity - for the years ended
              December 31, 1993, 1992, 1991                *

      Consolidated Statement of Cash Flows - for
     the years ended December 31, 1993, 1992
             and 1991                                      *

            Notes to Consolidated Financial Statements     *

(2) Consolidated Financial Statement Schedules for the    
year ended December 31, 1993                      

      Report of Independent Accountants                     24

      V - Telecommunications Plant, Property and            25
Equipment                                 

      VI - Accumulated Depreciation                         29

      VIII - Valuation and Qualifying Accounts              30

Schedules other than those listed above have  
been omitted because the required information 
is contained in the financial statements and  
notes thereto, or because such schedules are  
not applicable.                               

*  Incorporated herein by reference to the appropriate        
  portions of the registrant's Annual Report to Stockholders
  for the fiscal year ended December 31, 1993 (see Part II).

19          

(3) Exhibits:                                       

  Exhibits identified in parentheses below, on file with the
     SEC, are incorporated herein by reference as exhibits hereto.

Exhibit                                                                 
Number                                                                  

3a              Amended and Restated Certificate  of Incorporation  
              of  the  registrant  as  filed    June   14,  1990
              (Exhibit) 3-A to Form  SE dated 3/15/91, File  No.
1-9157).                            

3b              By-Laws of the registrant as amended and  restated  
              through October 10,  1990 (Exhibit 3  to Form  8-K
dated 10/10/90, File No. 1-9157).   

4a              Rights Agreement dated  February 11, 1987  between  
              Southern    New     England     Telecommunications
              Corporation and The  State Street  Bank and  Trust
              Company, as  Rights Agent  (Exhibit 1  to Form  SE
              dated 2/13/87-1, File No. 1-9157).  Amendment  No.
              1 dated December  13, 1989 (Exhibit  4 to Form  SE
              dated 12/28/89, File No. 1-9157).  Amendment No. 2
              dated October 10, 1990 (Exhibit 4 to Form SE dated
10/12/90, File No. 1-9157).         

4b              No instrument which defines the rights of  holders  
              of long-term  debt  of  the  registrant  is  filed
              herewith  pursuant   to   Regulation   S-K,   Item
              601(b)(4)(iii)(A).  Pursuant  to this  regulation,
              the registrant hereby agrees to furnish a copy  of
        any such instrument to the SEC upon request.

10 (iii)(A)1    SNET Short Term Incentive Plan as amended March 1,  
              1993 (Exhibit 10(iii)(A)1 to 1992 Form 10-K  dated
3/23/93, File No. 1-9157).          

10 (iii)(A)2    SNET Long Term Incentive Plan as amended March  1,  
              1993 (Exhibit 10(iii)(A)2 to 1992 Form 10-K  dated
3/23/93, File No. 1-9157).          

10 (iii)(A)3    SNET  Financial  Counseling  Program  as   amended  
              January  1987  (Exhibit  10-D  to  Form  SE  dated
3/23/87-1, File No. 1-9157).        

10 (iii)(A)4    Group Life Insurance Plan and Accidental Death and  
              Dismemberment Benefits Plan for Outside  Directors
              of SNET as amended July  1, 1986 (Exhibit 10-E  to
      Form SE dated 3/23/87-1, File No. 1-9157).

10 (iii)(A)5    SNET  Executive  Non-Qualified  Pension  Plan  and  
              Excess Benefit Plan  as amended  November 1,  1991
              (Exhibit 10-A to Form  SE dated 3/20/92, File  No.
        1-9157).  Amendments dated December 8, 1993.

20

(3) Exhibits (continued):                           

Exhibit                                                               
Number                                                                

10 (iii)(A)6    SNET Management Pension  Plan as  amended November  
              1, 1987 (Exhibit 10-C to Form  SE dated 3/21/88-1,
              File No. 1-9157).   Amendments dated  September 1,
              1988 and January 1, 1989 (Exhibit  10-C to Form SE
              dated 3/21/89, File No. 1-9157).  Amendments dated
              January 1,  1989 through  August 6,  1989 (Exhibit
              10-B to Form  SE dated 3/20/90,  File No. 1-9157).
              Amendments dated  June 5,  1991  through September
              25, 1991 (Exhibit  10-B to Form  SE dated 3/20/92,
              File No.  1-9157).   Amendments  dated  January 1,
              1993 (Exhibit 10(iii)(A)6 to 1992  Form 10-K dated
              3/23/93,  File  No.  1-9157).    Amendments  dated
       September 8, 1993 through December 8, 1993.

10 (iii)(A)7    SNET Incentive  Award  Deferral  Plan  as  amended  
              March 1,  1993 (Exhibit  10(iii)(A)7 to  1992 Form
 10-K dated 3/23/93, File No. 1-9157).

10 (iii)(A)8    SNET Mid-Career Pension  Plan as  amended November  
              1, 1991 (Exhibit  10-D to  Form SE  dated 3/20/92,
                 File No. 1-9157).  Amendments dated December 8, 1993.

10 (iii)(A)9    SNET Deferred  Compensation Plan  for Non-Employee  
              Directors as  amended  January  1,  1993  (Exhibit
              10(iii)(A)9 to 1992 Form 10-K  dated 3/23/93, File
No. 1-9157).                        

10 (iii)(A)10   Change-in-Control Agreements (Exhibit 10-F to Form  
SE dated 3/15/91, File No. 1-9157). 

10 (iii)(A)11   SNET 1986 Stock  Option Plan  as amended  March 1,  
              1993 (Exhibit 10(iii)(A)11 to 1992 Form 10-K dated
3/23/93, File No. 1-9157).          

10 (iii)(A)12   SNET  Retirement  and  Disability  Plan  for  Non-  
         Employee Directors as amended April 14, 1993.

10 (iii)(A)13   SNET Non-Employee  Director  Stock  Plan effective  
              January 1, 1994  (Exhibit 4.4  to Registration No.
33-51055, File No. 1-9157)          

10 (iii)A)14    Description of  SNET Executive Retirement Savings   
Plan.                               

12              Computation of Ratio of Earnings to Fixed Charges.  

13              Pages 18 through 48 of the registrant's Annual      
             Report to Shareholders  for the fiscal year ended
December 31, 1993.                  

21              Subsidiaries of the Corporation.                    

23              Consent of Independent Accountants.                 

21

(3)Exhibits (continued):                            

Exhibit                                                               
Number                                                                

24a            Powers of Attorney.                                  

24b            Board of Directors' Resolution.                      

99a            Annual Report on Form 11-K for the plan  year ended  
              December 31, 1993 for the SNET Management Retirement
               Savings Plan will be  filed as an  amendment prior to
June 30, 1994.                        

99b            Annual Report on Form 11-K for the plan  year ended  
                   December 31, 1993 for the SNET Bargaining Unit Retirement
               Savings Plan will be  filed as an  amendment prior to
June 30, 1994.                        

      The Corporation will furnish, without charge, to a stockholder
      upon request a copy  of the Annual Report  to Shareholders and
      Proxy  Statement,  portions  of  which   are  incorporated  by
reference, and will furnish any other exhibit at cost.  

(b) Reports on Form 8-K:                                

      On November 3, 1993, the Corporation and the Telephone Company
      filed, separately,  reports  on Form  8-K,  dated November  3,
      1993, announcing that  effective December  1, 1993,  Donald R.
      Shassian, will assume  the position  of Senior  Vice President
      and Chief Financial  Officer of both  the Corporation  and the
Telephone Company.                                      

      On December 8, 1993, the Corporation and the Telephone Company
      filed, separately,  reports  on Form  8-K,  dated December  8,
      1993,  announcing  charges  against  fourth  quarter  earnings
      totaling $4.08  per common  share.   These  charges include  a
      restructuring   charge   for   workforce   and   reengineering
      reductions, a refinancing charge and a charge for discontinued
operations.                                             

      On January  25,  1994,    the  Corporation and  the  Telephone
      Company filed, separately, reports on Form  8-K, dated January
      24, 1994, announcing the Corporation's 1993 financial results.

22    

      SIGNATURES

      Pursuant to the  requirements of  Section 13  or 15(d)  of the
      Securities Exchange  Act  of  1934,  the registrant  has  duly
      caused  this  report  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized.                 

SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION     

By /s/ J. A. Sadek                                      
                 J. A. Sadek, Vice President and Comptroller, March 23, 1994

      Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following
     persons on behalf of the registrant and in the capacities and
on the date indicated.                                  

PRINCIPAL EXECUTIVE OFFICER:                            

D. J. Miglio*                                       
Chairman, President, Chief Executive Officer        
and Director                                        

PRINCIPAL FINANCIAL AND ACCOUNTING OFFICERS:            

D. R. Shassian*                                     
Senior Vice President and                           
Chief Financial Officer                             

           J. A. Sadek                                  By /s/ J. A. Sadek
          Vice President and Comptroller                (J. A. Sadek, as
                                                        attorney-in-fact
                                                      and on his own
                                               behalf)

DIRECTORS:                                              

F. G. Adams*                                        
William F. Andrews*                                 
Richard H. Ayers*                                   
Zoe Baird*                                          
Barry M. Bloom*                                     
F. J. Connor*                                       
        William R. Fenoglio*                          March 23, 1994
Claire L. Gaudiani*                                 
J.  R. Greenfield*                                  
N. L. Greenman*                                     
Worth Loomis*                                       
Burton G. Malkiel*                                  
            Frank R. O'Keefe, Jr.*                     *by power of attorney

23  

       REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders of                                  
Southern New England Telecommunications Corporation:    

      Our  report  on  the  consolidated   financial  statements  of
      Southern New England  Telecommunications Corporation  has been
      incorporated by  reference in  this Form  10-K  from the  1993
      Annual  Report  to   Stockholders  of  Southern   New  England
     Telecommunications  Corporation  on  page  29  therein.    In
      connection with our  audits of  such financial  statements, we
      have also  audited the  related financial  statement schedules
      for each of the three  years in the period  ended December 31,
1993 listed in Item 14 (a) (2) of this Form 10-K.       

      In our opinion, the financial statement  schedules referred to
      above, when considered in  relation to the  basic consolidated
      financial statements taken as a whole,  present fairly, in all
      material respects,  the information  required  to be  included
therein.                                                

  Hartford, Connecticut                    COOPERS & LYBRAND
January  24, 1994                                       

24  

                                                  Schedule V - Sheet 1

       SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION

      SCHEDULE V--TELECOMMUNICATIONS PLANT, PROPERTY and EQUIPMENT
       (Millions of Dollars)

COL. A               COL. B     COL. C     COL. D      COL. E     COL. F  

                  Balance at  Additions  Retirements   Other     Balance
Year 1993          beginning    at cost    - Note (b)  Changes    at  end 
 Classification     of period   - Note(a)               - Note (c) of period

Land               $   28.4    $    .7      $    -     $    -       $29.1 
Buildings             437.9       27.8          9.2         .7      457.2 
Central Office                                                            
Equipment          1,631.5      116.4         94.2        8.6    1,662.3
Station Apparatus      59.5        8.5           .6       (3.8)      63.6 
Large Private                                                             
Branch Exchange        9.2         -           8.4         -          .8
Pole Lines            135.6        5.5          2.4         .2      138.9 
Cable               1,083.6       50.8         13.6         .1    1,120.9 
Underground Conduit   212.3        9.5           .7        (.9)     220.2 
Public Telephone                                                          
Equipment             16.9        4.3         (1.7)        -        22.9
Other Communica-                                                          
tions Equipment       65.8        7.2          1.9         -        71.1
Furniture and                                                             
Office Equipment     300.7       44.5         24.0        (.4)     320.8
Vehicles and Other                                                        
Work Equipment       108.0        8.6          9.9         -       106.7
Telecommunications                                                        
Plant Property and                                                      
Equipment Under                                                         
Construction          84.0        2.1           -        (6.6)      79.5
Other                   2.0        1.4           -         1.0        4.4 

TOTAL (d)          $4,175.4     $287.3       $163.2      $(1.1)  $4,298.4 

   The notes on Sheet 4 are an integral part of this Schedule.

25        

                                                  Schedule V - Sheet 2

       SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION

      SCHEDULE V--TELECOMMUNICATIONS PLANT, PROPERTY and EQUIPMENT
       (Millions of Dollars)

COL. A               COL. B     COL. C     COL. D      COL. E     COL. F  

                  Balance at  Additions  Retirements   Other     Balance
Year 1992          beginning    at cost    - Note (b)  Changes    at  end 
 Classification     of period   - Note(a)               - Note (c) of period

Land               $   27.4    $    .8      $    -     $    .2      $28.4 
Buildings             423.3       21.9          4.9       (2.4)     437.9 
Central Office                                                            
Equipment          1,578.1      136.4         84.0        1.0    1,631.5
Station Apparatus      74.4        9.8         24.8         .1       59.5 
Large Private                                                             
Branch Exchange       11.5         -           2.3         -         9.2
Pole Lines            131.3        5.9          1.6         -       135.6 
Cable               1,029.8       69.2         15.3        (.1)   1,083.6 
Underground Conduit   197.4       15.1           .2         -       212.3 
Public Telephone                                                          
Equipment             19.3         .5          2.9         -        16.9
Other Communica-                                                          
tions Equipment       63.6        5.9          3.6        (.1)      65.8
Furniture and                                                             
Office Equipment     281.5       30.7         11.0        (.5)     300.7
Vehicles and Other                                                        
Work Equipment        99.6       15.5          6.8        (.3)     108.0
Telecommunications                                                        
Plant Property and                                                      
Equipment Under                                                         
Construction          92.7       (7.9)          -         (.8)      84.0
Other                   1.0        1.0           -          -         2.0 

TOTAL (d)          $4,030.9     $304.8       $157.4      $(2.9)  $4,175.4 

   The notes on Sheet 4 are an integral part of this Schedule.

26          

                                                  Schedule V - Sheet 3

       SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION

      SCHEDULE V--TELECOMMUNICATIONS PLANT, PROPERTY and EQUIPMENT
       (Millions of Dollars)

COL. A               COL. B     COL. C     COL. D      COL. E     COL. F  

                  Balance at  Additions  Retirements   Other     Balance
Year 1991          beginning    at cost    - Note (b)  Changes    at  end 
 Classification     of period   - Note(a)               - Note (c) of period

Land               $   27.3    $    .1      $    -     $    -       $27.4 
Buildings             396.9       27.8          1.4         -       423.3 
Central Office                                                            
Equipment          1,545.2      135.6         91.2      (11.5)   1,578.1
Station Apparatus      80.0        4.2          9.8         -        74.4 
Large Private                                                             
Branch Exchange       13.0         -           1.5         -        11.5
Pole Lines            124.6        7.7          1.0         -       131.3 
Cable                 979.3       65.6         15.1         -     1,029.8 
Underground Conduit   188.1        9.5           .2         -       197.4 
Public Telephone                                                          
Equipment             18.4        1.0           .1         -        19.3
Other Communica-                                                          
tions Equipment       59.5        6.3          2.2         -        63.6
Furniture and                                                             
Office Equipment     256.9       35.1         24.6       14.1      281.5
Vehicles and Other                                                        
Work Equipment        92.3       14.8          4.9       (2.6)      99.6
Telecommunications                                                        
Plant Property and                                                      
Equipment Under                                                         
Construction          82.9        9.8           -          -        92.7
Other                    .1         .9           -          -         1.0 

TOTAL (d)          $3,864.5     $318.4       $152.0      $  -    $4,030.9 

   The notes on Sheet 4 are an integral part of this Schedule.

27  

                                                  Schedule V - Sheet 4

Notes to Schedule V                                                             
     (a)  For regulated telephone plant,  additions shown  include
           (1) the  original  cost  of  reused  material,  which  is
           concurrently credited to  Material and Supplies,  and (2)
  an Allowance for Funds Used During Construction.

      (b)  Items of telecommunications plant, property and equipment
           when retired, sold or reclassified are  deducted from the
property accounts at original cost.           

(c)  Represents current year transfers between          
classifications, and other minor adjustments. 

      (d)  For interstate telephone plant, the FCC  has approved the
           equal life  group  ("ELG")  depreciation method  using  a
           remaining-life formula on a phased-in  basis beginning in
           1982.  Vintages of  interstate plant in service  prior to
           the  phase-in  of  ELG  are  being  depreciated  using  a
           composite vintage  group method.   In  addition, the  FCC
           approved the use of  straight-line amortization effective
           January  1,  1987   to  recover  an   interstate  reserve
           deficiency over  a five-year  period  ended December  31,
           1993.  For  intrastate plant, the  DPUC approved  ELG for
           1993  vintages  and  subsequent  periods.    Vintages  of
           intrastate plant  in  service  prior  to 1993  are  being
           depreciated using a composite vintage group  method.  For
           the years 1993,  1992 and  1991, depreciation  expense on
           telecommunications plant  expressed  as  a percentage  of
           average  depreciable  plant  was  7.0%,  6.2%  and  6.6%,
           respectively.     Property  and   equipment  other   than
           regulated telephone plant is  depreciated primarily using
           the straight-line method over the  estimated useful lives
           of the assets.  Assets acquired  under capital leases are
           generally amortized over the life of  the lease using the
straight-line method.                         

28

       SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION

       SCHEDULE VI--ACCUMULATED DEPRECIATION
       (Millions of Dollars)

COL. A               COL. B     COL. C     COL. D      COL. E     COL. F  

                  Balance at  Additions  Retirements   Other     Balance
                  beginning   charged     - Note (a)  Changes    at  end
 Description        of period   to expense                         of period

  Year 1993        $1,408.0     $286.8        $162.4     $(4.2)   $1,528.2

  Year 1992         1,318.7      247.6         157.1      (1.2)    1,408.0

  Year 1991         1,221.5      251.5         154.7        .4     1,318.7

(a) Includes net salvage.                               

      (b)  Columns B and F  include accumulated depreciation  on the
           Corporation's  nonregulated   telecommunications   plant,
           property and  equipment,  which  is  shown  net  of  such
           accumulated depreciation in  Note 13 to  the consolidated
financial statements.                         

29  

       SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION

      SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS
       (Millions of Dollars)

          COL. A     COL. B     COL. C     COL. D    COL. E     COL. F

       Additions

                       Balance at  Additions   Charged               Balance
                      beginning   charged to  to other  Deductions  at end
       Description  of period   expense     accounts   - Note B     of
                                              -Note (a)             period

Allowance for Uncollectible                             
Accounts Receivable:                                

       Year 1993      $21.8     $ 28.9       $3.6     $27.6     $ 26.7
       Year 1992       16.3       33.3        3.9      31.7       21.8
       Year 1991       10.3       31.7        3.6      29.3       16.3

Allowance for Uncollectible                             
   Direct-Financing Lease Notes Receivable of Discontinued
Operations:                                         

       Year 1993      $ 8.2     $ 15.6      $   -     $12.1     $ 11.7
       Year 1992        4.6        9.2          -       5.6        8.2
       Year 1991        2.7        4.8          -       2.9        4.6

Restructuring Charge:                                   

       Year 1993     $    -     $355.0      $   -    $    -     $355.0

(a)  Includes amounts previously written off that were  
credited directly to this account when        
 recovered and miscellaneous debits and credits.

(b)  Includes amounts written off as uncollectible.     

30      

Exhibit Index       

  Exhibits identified in parentheses below, on file with the
     SEC, are incorporated herein by reference as exhibits hereto.

Exhibit                                                                 
Number                                                                  

3a              Amended and Restated Certificate  of Incorporation  
              of  the  registrant  as  filed    June   14,  1990
              (Exhibit) 3-A to Form  SE dated 3/15/91, File  No.
1-9157).                            

3b              By-Laws of the registrant as amended and  restated  
              through October 10,  1990 (Exhibit 3  to Form  8-K
dated 10/10/90, File No. 1-9157).   

4a              Rights Agreement dated  February 11, 1987  between  
              Southern    New     England     Telecommunications
              Corporation and The  State Street  Bank and  Trust
              Company, as  Rights Agent  (Exhibit 1  to Form  SE
              dated 2/13/87-1, File No. 1-9157).  Amendment  No.
              1 dated December  13, 1989 (Exhibit  4 to Form  SE
              dated 12/28/89, File No. 1-9157).  Amendment No. 2
              dated October 10, 1990 (Exhibit 4 to Form SE dated
10/12/90, File No. 1-9157).         

4b              No instrument which defines the rights of  holders  
              of long-term  debt  of  the  registrant  is  filed
              herewith  pursuant   to   Regulation   S-K,   Item
              601(b)(4)(iii)(A).  Pursuant  to this  regulation,
              the registrant hereby agrees to furnish a copy  of
        any such instrument to the SEC upon request.

10 (iii)(A)1    SNET Short Term Incentive Plan as amended March 1,  
              1993 (Exhibit 10(iii)(A)1 to 1992 Form 10-K  dated
3/23/93, File No. 1-9157).          

10 (iii)(A)2    SNET Long Term Incentive Plan as amended March  1,  
              1993 (Exhibit 10(iii)(A)2 to 1992 Form 10-K  dated
3/23/93, File No. 1-9157).          

10 (iii)(A)3    SNET  Financial  Counseling  Program  as   amended  
              January  1987  (Exhibit  10-D  to  Form  SE  dated
3/23/87-1, File No. 1-9157).        

10 (iii)(A)4    Group Life Insurance Plan and Accidental Death and  
              Dismemberment Benefits Plan for Outside  Directors
              of SNET as amended July  1, 1986 (Exhibit 10-E  to
      Form SE dated 3/23/87-1, File No. 1-9157).

10 (iii)(A)5    SNET  Executive  Non-Qualified  Pension  Plan  and  
              Excess Benefit Plan  as amended  November 1,  1991
              (Exhibit 10-A to Form  SE dated 3/20/92, File  No.
        1-9157).  Amendments dated December 8, 1993.

10 (iii)(A)6    SNET Management Pension  Plan as  amended November  
              1, 1987 (Exhibit 10-C to Form  SE dated 3/21/88-1,
              File No. 1-9157).   Amendments dated  September 1,
              1988 and January 1, 1989 (Exhibit  10-C to Form SE
              dated 3/21/89, File No. 1-9157).  Amendments dated
              January 1,  1989 through  August 6,  1989 (Exhibit
              10-B to Form  SE dated 3/20/90,  File No. 1-9157).
              Amendments dated  June 5,  1991  through September
              25, 1991 (Exhibit  10-B to Form  SE dated 3/20/92,
              File No.  1-9157).   Amendments  dated  January 1,
              1993 (Exhibit 10(iii)(A)6 to 1992  Form 10-K dated
              3/23/93,  File  No.  1-9157).    Amendments  dated
       September 8, 1993 through December 8, 1993.

10 (iii)(A)7    SNET Incentive  Award  Deferral  Plan  as  amended  
              March 1,  1993 (Exhibit  10(iii)(A)7 to  1992 Form
 10-K dated 3/23/93, File No. 1-9157).

10 (iii)(A)8    SNET Mid-Career Pension  Plan as  amended November  
              1, 1991 (Exhibit  10-D to  Form SE  dated 3/20/92,
                 File No. 1-9157).  Amendments dated December 8, 1993.

10 (iii)(A)9    SNET Deferred  Compensation Plan  for Non-Employee  
              Directors as  amended  January  1,  1993  (Exhibit
              10(iii)(A)9 to 1992 Form 10-K  dated 3/23/93, File
No. 1-9157).                        

10 (iii)(A)10   Change-in-Control Agreements (Exhibit 10-F to Form  
SE dated 3/15/91, File No. 1-9157). 

10 (iii)(A)11   SNET 1986 Stock  Option Plan  as amended  March 1,  
              1993 (Exhibit 10(iii)(A)11 to 1992 Form 10-K dated
3/23/93, File No. 1-9157).          

10 (iii)(A)12   SNET  Retirement  and  Disability  Plan  for  Non-  
         Employee Directors as amended April 14, 1993.

10 (iii)(A)13   SNET Non-Employee  Director  Stock  Plan effective  
              January 1, 1994  (Exhibit 4.4  to Registration No.
33-51055, File No. 1-9157)          

10 (iii)A)14    Description of  SNET Executive Retirement Savings   
Plan.                               

12              Computation of Ratio of Earnings to Fixed Charges.  

13              Pages 18 through 48 of the registrant's Annual      
             Report to Shareholders  for the fiscal year ended
December 31, 1993.                  

21              Subsidiaries of the Corporation.                    

23              Consent of Independent Accountants.                 

24a             Powers of Attorney.                                 

24b             Board of Directors' Resolution.                     

99a             Annual Report on Form 11-K for the plan  year ended 
                December 31, 1993 for the SNET Management Retirement
                 Savings Plan will be  filed as an  amendment prior to
June 30, 1994.                      

99b             Annual Report on Form 11-K for the plan  year ended 
                     December 31, 1993 for the SNET Bargaining Unit Retirement
                 Savings Plan will be  filed as an  amendment prior to
June 30, 1994.                      

Dates Referenced Herein   and   Documents Incorporated By Reference

This 10-K Filing		Date		Other Filings
		12/16/92
		12/31/92
		1/1/93
		1/15/93
		3/1/93
		3/31/93
		4/2/93
		4/14/93
		5/24/93
		7/1/93
		7/2/93
		7/7/93
		7/9/93
		7/22/93
		8/13/93
		9/8/93
		10/1/93
		10/9/93
		10/21/93
		10/22/93
		11/3/93
		12/1/93
		12/3/93
		12/8/93
		12/15/93
		12/22/93
For The Period Ended		12/31/93		10-K/A
		1/1/94
		1/7/94
		1/13/94
		1/19/94
		1/24/94		8-K
		1/25/94		8-K
		2/28/94
Filed On / Filed As Of		3/23/94
		3/28/94
		4/1/94
		6/30/94		10-Q
		7/1/94
		8/10/94
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